1. (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect that:

   1. (1) The certificate is genuine;
   2. (2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
   3. (3) The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.
2. (b) Unless otherwise agreed, a person signing under subsection (a) of this section does not assume responsibility for the validity of the security in other respects.

(1959, P.A. 133, S. 8-208; 1963, P.A. 526, S. 16; P.A. 79-435, S. 15; P.A 97-182, S. 24.)

History: 1963 act deleted reference to “proper form” in Subsec. (1)(a) and added reference to authorized form in Subsec. (1)(c); P.A. 79-435 amended section to distinguish between certificated and uncertificated securities; P.A. 97-182 replaced numeric with alphabetic Subsec. indicators, amended Subsec. (a) to rephrase provisions, delete references to initial transaction statements and uncertificated securities and replace alphabetic with numeric Subdiv. indicators and amended Subsec. (b) to rephrase provisions.